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Exhibit 2.1
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (the "Amendment") to the AGREEMENT AND
PLAN OF MERGER dated as of August 15, 2006 (the "Merger
Agreement"; capitalized terms used but not specifically defined
herein shall have the meanings ascribed to such terms in the Merger
Agreement), among ISLANDS BANCORP ("Target"), a corporation
organized and existing under the laws of the State of South
Carolina, and ISLANDS COMMUNITY BANK, N.A. ("Target Bank"),
a national banking association, on the one hand, and AMERIS
BANCORP ("Purchaser"), a corporation organized and existing
under the laws of the State of Georgia, and AMERIS BANK
(f/k/a American Banking Company) ("Purchaser Bank"), a Georgia
state-chartered bank, on the other hand, is made as of the 19th day
of December, 2006 by and among the Parties.
WITNESSETH :
WHEREAS , the Parties desire to amend the Merger Agreement in
the manner set forth herein;
NOW, THEREFORE , in consideration of the foregoing and
the representations, warranties, covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as
follows:
SECTION 1. Amendment to Section 3.1(c) of the Merger
Agreement . The penultimate sentence of Section 3.1(c)
of the Merger Agreement is hereby amended by deleting the text of
such sentence in its entirety and substituting the following in
lieu thereof:
SECTION 2. Amendment to Section 7.11 of the
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